Teva Completes Tender Offer For NuPathe; 80% Of Shares Tendered - Quick Facts

(RTTNews) - Teva Pharmaceutical Industries Ltd. (TEVA) announced Friday that it successfully completed tender offer for all of the outstanding shares of common stock of NuPathe Inc. (PATH) at a price of $3.65 per share in cash and the right to receive contingent cash consideration payments of up to $3.15 per share, net to the seller in cash without interest.

Teva said that the Offer expired at 12:00 midnight, New York City time, on February 20, 2014, and was not extended.

The depositary for the offer has advised Teva that a total of 28.18 million shares were validly tendered into and not validly withdrawn from the Offer (not including 1.23 million shares tendered pursuant to notices of guaranteed delivery), representing about 80.01255% of NuPathe's outstanding shares.

The merger is expected to occur as soon as practicable today.

Following completion of the merger, NuPathe will become a wholly-owned subsidiary of Teva.

In the merger, each share of NuPathe that was not validly tendered in the Offer (other than shares held directly or indirectly by Teva, Merger Sub or NuPathe, or by any stockholder of NuPathe who is entitled to and properly demands appraisal of such shares under the applicable provisions of Delaware law) will be cancelled and converted into the right to receive the same $3.65 per share in cash and the right to receive contingent cash consideration payments of up to $3.15 per share, without interest, that was paid in the Offer.

It is expected that the common stock of NuPathe will cease to be traded on NASDAQ at the close of market on February 20, 2014, following completion of the merger.

In late January 2014, NuPathe announced that it terminated its agreement and plan of merger with Endo Health Solutions Inc. (ENDP) and its Board has withdrawn its recommendation that stockholders accept Endo's offer to acquire all outstanding shares of NuPathe common stock.

In addition, NuPathe then said it also entered into an agreement and plan of merger with Teva Pharmaceutical Industries under which Teva would acquire NuPathe for $3.65 per share in cash. In addition to the upfront cash payment, NuPathe stockholders would receive rights to receive additional cash payments of up to $3.15 per share if specified net sales of NuPathe's migraine treatment, ZECUITY, are achieved over time.